Company registration in South America

South America is a promising region for doing business because of its mineral reserves, favorable climate, and qualified local personnel.

The region’s advantages

Selling a company in South America or starting a new one is promising because of the following advantages:

• a simple procedure of opening and buying legal entities
• availability of qualified staff and relatively low costs associated with hiring employees
• openness for foreign investors
• availability of special programs for business development, including taxation in some countries
• absence of currency control in some countries

Business forms

If you plan to buy a company in South America or otherwise start a business, the following forms are available:

• Сlose-end company is a legal entity in which the number of participants is limited to a certain number. Participants do not risk losing more than the amount of invested funds in case of liquidation of the legal entity. The constituent documents contain restrictions on the free sale of shares by participants and a ban on the public offer of such shares.
• Open-end company is a legal entity whose participants’ liability is also limited to the amount of invested funds, but the number of such participants is usually not limited. Shares can be freely alienated and offered to a wide range of people. A legal entity, as a rule, is registered to obtain additional external funding.
• A branch is an option for a foreign legal entity that intends to carry out the same business activities in one of the region’s countries as in the country of foundation. In this case, registration in the selected South American country will also be required.
• A representative office is an option for a foreign entity that is not allowed to conduct business but can carry out activities aimed at promoting services and obtaining information about local markets.

Registration procedure

Company registration in South America requires going through several steps:

1. Determining the commercial priorities you want to implement.
2. Drawing up a business plan and collecting data on the founders, beneficiaries, and future managers.
3. Selection, verification, and reservation of the name.
4. The choice of a legal address.
5. Formation of share capital.
6. Drafting of articles of incorporation and registration documents.
7. Filing documents for incorporation with payment of associated fees.
8. Registration for tax purposes and hiring employees.
9. Opening a corporate bank account.
10. Obtaining additional permits and licenses that may be required for certain activities.

Prifinance lawyers will develop a detailed plan of registration activities, draw up all necessary documents for the registration of a legal entity in a particular country, and accompany the registration procedures from start to finish.

Legislation and regulatory environment

Legislation is loyal to setting up and running a business. It provides foreign investors equal conditions for conducting commercial activities and local citizens.

Opening a legal entity is quite simple, with several bureaucratic formalities having to be observed. Remote registration is available in some jurisdictions. The functions of registration and licensing are delegated to separate state bodies. Obtaining a license may be required for financial and banking activities. The nuances of legislation, including licensing and regulation, vary depending on the jurisdiction. Prifinance lawyers will advise in detail.

Tax aspects

Tax rates vary depending on the particular jurisdiction in question. General taxes to be paid:

• corporation tax
• income tax
• tax deducted at source  (dividends, interest, royalties)
• value-added tax (VAT)
• capital gains tax

Prifinance lawyers will be happy to give detailed advice on paying taxes, make approximate calculations, and organize the process of paying taxes in the country of the region where you register a legal entity.

How Prifinance lawyers can help

Prifinance lawyers will be happy to select the most appropriate jurisdiction for registering a legal entity in the South American region, considering the specific objectives. The lawyers will also draw up a detailed plan of action, draft the incorporation and registration documents, take care of negotiations with local government authorities and partners, and open a bank account. The lawyers will also be happy to accompany the company’s operations in the region and other jurisdictions as part of its international business.